Integrated Defense Systems - The Purchasing System - St. Louis, MO
Special Purchase Order Condition (SPOC)

INVOICING SPOCS

SPOC: 4503

REVISION DATE: 01-24-96
Goods purchased are for resale or this order may be for services. No sales or use taxes should be invoiced to MDC.

SPOC: 4506

REVISION DATE: 01-24-96 11-7-97 4-17-98
All invoices and correspondence regarding invoices relevant to this contract should be directed to the following address: The Boeing Company Accounts Payable Box 66742 St. Louis, MO. 63166-6742 Note: The Accounts Payable Central Phone Line - 314-232-4354

SPOC: 4509

REVISION DATE: 01-24-96 01-24-97 8-28-01 10-16-02
Goods or services purchased on this contract are not for resale. Seller shall itemize applicable sales tax and identify the state to which the tax applies. For PCs issued out of STL: Effective 1/1/1997, Buyer has been issued a Missouri Direct Pay Certificate. Seller should not bill any Missouri tax on the invoice. Any taxes owed will be submitted directly to the State of Missouri by Buyer. Buyer will supply Seller with a copy of its Missouri Direct Pay Certificate upon written request. For PCs issued out of San Antonio: Effective 3/1/2002, Buyer has been issued a Texas Direct Pay Certificate. Seller should not bill any Texas tax on the invoice. Any taxes owed will be submitted directly to the State of Texas by Buyer and Buyer will supply Seller with a copy of its Texas Direct Pay Certificate upon written request.

SPOC: 4510

REVISION DATE: 8-27-01
Goods or services purchased under this contract are not for resale. Seller shall itemize applicable Washington State sales tax and includeits sales tax number on its invoices. If Seller has no retail sales license number in Washington State, Seller shall identify and segregate the value of goods versus services included in the invoice amount.

SPOC: 4511

REVISION DATE: 10-16-02 
**** OBSOLETE SPOC **** SPOC IDENTIFIED AS OBSOLETE ON 10-16-02
Goods or services purchased on this contract are not for resale. Seller shall itemize applicable sales taxes and include its sales tax number on invoices. If Seller has no retail sales liscense number in the state where shipment is delivered or services are rendered, the value of goods/services included in the total invoice amount must be identified on each invoice. Effective 3/1/2002, MDC has been issued a Texas Direct Pay Certificate. Seller should not bill any Texas tax on the invoice. Any taxes owed will be submitted directly to the State of Texas by MDC. MDC will supply Seller with a copy of its Texas Direct Pay Certificate upon written request.

SPOC: 4513

REVISION DATE: 01-24-96 
**** OBSOLETE SPOC **** SPOC IDENTIFIED AS OBSOLETE ON 07-18-95
Notwithstanding the incorporation of SPOC 4512, invoices against this contract which are mailed to MDMSC after the 31st of October but before the 7th of December must be forwarded directly to the Procurement representative at the address shown below. For invoices mailed to MDMSC before the 31st of October and after the 7th of December, the mailing directions set forth in SPOC 4512 shall be followed. Failure to follow these instructions may delay the processing of your invoices. McDonnell Douglas Missle Systems Company P.O. Box 516 St. Louis, MO 63166 ATTN:

SPOC: 4515

REVISION DATE: 01-24-96
"Progress Payments", FAR 52.232-16, in effect on the date of the MDC prime contract, is hereby incorporated by reference. "Contract" means this contract, "Contractor" means Seller, and "Contracting Officer" and "Government" mean MDC, except; (1) in paragraph (d) title shall vest in the Government, and (2) in paragraph (g) "Contracting Officer" means Contracting Officer or MDC, and "Government" means Government or MDC. Progress payments will be made monthly by MDC after receipt of Seller's invoice accompanied by a properly completed Standard Form (SF)1443 "Contractor's Request for Progress Payments", except that no such progress payment may be made until contractor shall have submitted a copy of insurance policy or other satisfactory evidence of insurance, if requested, to protect the unliquidated balance of progress payments. If Seller maintains an acceptable Material Management and Accounting System (MMAS) pursuant to DFARS 252.242-7004, Material Management and accounting System, Seller will comply with the clause in performance of this contract. If Seller does not maintain an acceptable MMAS pursuant to DFARS 252.242-7004, Seller will ensure that costs of purchased materials which are allocable to this contract are progress billed no sooner than reasonably necessary to fulfill the production plan, as impacted by minimum/economic order quantity restrictions. The following Progress Payment rate is authorized:

SPOC: 4518

REVISION DATE: 01-24-96
"Progress Payments" FAR 52.232-16, with AltI (applicable to small business concerns)in effect on the date of the MDC prime contract, is hereby incorporated by reference, "Contract" meaning this contract, "Contractor" meaning Seller, and "Government" and "Contracting Officer" meaning MDC, except that for the purpose of subparagraph (d) of said clause, title shall vest in the Government. Progress payments will be made monthly by MDC after receipt of an invoice accompanied by a properly completed Standard Form (SF)1443 "Contractor's Request for Progress Payments", except that no such progress payment may be made if the Seller is unable to produce satisfactory evidence, if requested, of sufficient property and business insurance to protect the unliquidated balance of progress payments to the extent that a prudent businessman would consider adequate. If Seller maintains an acceptable Material Management and Accounting System (MMAS) pursuant to DFARS 252.242-7004, Material Management and Accounting System, Seller will comply with that clause in performance of this contract. If Seller does not maintain an acceptable MMAS pursuant to DFARS 252.242-7004, Seller will ensure that costs of purchased materials which are allocable to this contract are progress billed no sooner than reasonably necessary to fullfill the production plan, as impactedby minimum/economic order quantity restrictions. The following Progress Payment rate is authorized:

SPOC: 4520

REVISION DATE: 01-24-96 3-14-97 9-5-97
For each month in which Seller chooses to request a progress payment, Seller shall submit a separate letter designated SF 1443 for each line item or group of line items as follows: SF 1443 LINE GROUPING ITEM(S)

SPOC: 4521

REVISION DATE: 01-24-96 8-18-97
A. If progress payments are being requested, Bidder shall provide, with the proposal: An Expenditure Forecast based upon the initial proposal value. The forecast shall represent the projected billable costs, which shallbe depicted in monthly increments, starting at contract go-ahead through contract completion. B. If special condition 4520 is included herein, Seller shall also prepare a separate expenditure forecast for each line items or group of line items as defined therein. Seller is advised that in the eventMDC should add the condition either during the proposal process or at the time of contract award, Seller will be required to, and hereby agrees to, provide such separate forecasts within thirty (30) days of the addition of the condition. C. The Seller shall, during the contract period of performance submit updated and revised Expenditure Forecasts; a) Within thirty (30) days of the Seller's receipt of authority to proceed with any change to this contract, which shall be based upon the proposed, or negotiated, new contract price. b) Whenever a revision to the forecast would be warranted because of Seller's internal replanning. c) If SF 1443, line 12(a) is greater than twenty (20) percent of the cumulative Expenditure Forecast required by this condition. d) Not less frequently than every six months unless deviations as stated above have required more frequent updating.

SPOC: 4522

REVISION DATE: 01-24-96 
**** OBSOLETE SPOC **** SPOC IDENTIFIED AS OBSOLETE ON 07-18-95
All invoices and correspondence relative to invoices should be addressed to the following address: McDonnell Douglas Aerospace - Defense and Electronic Systems DISBURSEMENT ACCOUNTING, MAIL CODE 1063730 P.O. Box 66831 St. Louis, MO. 63166

SPOC: 4523

REVISION DATE: 01-24-96 
**** OBSOLETE SPOC **** SPOC IDENTIFIED AS OBSOLETE ON 11-14-01
All invoices and correspondence regarding invoices relevant to this contract should be directed to the following address: McDonnell Douglas Training Systems P.O. BOX 516 St. Louis, MO 63166 ATTN: Accounts Payable M/C 1064297

SPOC: 4524

REVISION DATE: 01-24-96
Seller will include the following certification on all milestone billing invoices. "Seller hereby certifies that Seller has expended actual costs equal to or greater than the billing amount for this milestone and this is supported by Seller's accounting records."

SPOC: 4524A

REVISION DATE: 01-24-96
Seller will include the following certification on all milestone billing invoices. "Seller hereby certifies that the value of this milestone represents only costs associated with the achievement of this milestone plus a reasonable profit (not to exceed 15% of costs expended); and that these costs are supported by Seller's accounting records."

SPOC: 4525

REVISION DATE: 
**** OBSOLETE SPOC **** SPOC IDENTIFIED AS OBSOLETE ON 03-12-03
(a) Amount of Payments and Limitations on Payments Subject to such other liquidations and conditions as are specified in this purchase contract (PC) and this clause, the amount of payments and limitations on payments shall be specified in this PC's description of the basis for payment. (b) Seller Request for Performance-Based Payments Seller may submit requests for payment of performance-based payments not more frequently than monthly, in a form and manner acceptable to Buyer. Unless otherwise authorized by the Buyer, all performance- payments in any period for which payment is being requested shall be included in a single request, appropriately itemized and totaled. Seller requests shall contain the information and certification detailed in paragraphs (l) and (m) of this clause. (c) Approval and Payment of Requests. (1) Seller shall not be entitled to payment of a request for performance-based payment prior to successful accomplishment of the event or performance criterion for which payment is requested. Buyer shall determine whether the event or performance criterion for which payment is requested has been successfully accomplished in accordance with the terms of this PC. Buyer may, at any time, require Seller to substantiate the successful performance of any event or performance criterion, which has been or is represented as being payable. (2) The approval by Buyer of a request for performanced-based payment does not constitute an acceptance by Buyer and does not excuse Seller from performance of obligations under this PC. (d) Liquidation of Performance-Based Payments. (1) Performance-based finance amounts paid prior to payment for delivery of an item shall be liquidated by deducting a percentage from the delivery payment. Since the performance-based finance payments are on a whole contract basis, liquidation shall be by a liquidation percentage. (2) If at any time the amount of payments under this PC exceeds any limitation in this PC, Seller shall repay to Buyer the excess. Unless otherwise determined by Buyer, such excess shall be credited as a reduction in the unliquidated performance-based payment balance, after adjustment of invoice payments and balances for any retroactive price adjustments. (e) Reduction or suspension of Performance-Based Payments. Buyer may reduce or suspend performance-based payments, liquidate performance-based payments by deduction from any payment under this PC, or take a combination of these actions after finding substantial evidence of any of the following conditions: (1) Seller failed to comply with any material requirement of this PC (which includes paragraphs (h) and (i) of this clause; (2) Performance of this PC is endangered by Seller's (i) failure to make progress, or (ii) unsatisfactory financial condition; (3) Seller is delinquent in payment of any subcontractor or supplier under this PC in the ordinary course of business. (f) Lien/Title (1) Buyer shall be granted a lien to the property described in this paragraph (f). Seller shall cooperate in completing such documents as may be reasonably requested by Buyer to perfect such lien. Additionally, the Government shall be granted title to the property described in this paragraph (f). Although title to property is in the Government under this clause, other applicable clauses of this PC (e.g. the termination or special tooling clauses) shall determine the handling and disposition of the property. Vestiture of title to such property in the Government shall be immediately upon the date of first performance-based payment under this PC, for property acquired or produced before that date. Otherwise, vestiture shall occur when the property is or should have been allocable or properly chargeable to this PC. (2) "Property" as used in this clause, includes all of the following described items acquired or produced by Seller that are or should be allocable or properly chargeable to this PC under sound and generally accepted accounting principles and practices: (i) Parts, materials, inventories and work in process; (ii) Special tooling and special test equipment to which the Government is to acquire title under any other clause of this PC; (iii) Non-durable (i.e. non-capital) tools, jigs, dies, fixtures, molds, patterns, taps, gauges, test equipment and other similar manufacturing aids, title to which would not be obtained as special tooling under subparagraph (f)(2)(ii) of this clause; and (iv) Drawings and technial data, to the extent Seller or subcontractors are required to deliver them to Buyer or the Government by other clauses of this PC. (3) Seller may sell any scrap resulting from production under this PC without requesting the Buyer's approval. (4) In order to acquire for its own use or dispose of property to which Buyer has a lien or the Government has title under this clause, the Seller must obtain the Buyer's advance approval of the action and the terms. If approved, the basis for payment (the events or performance criteria) to which the property is related shall be deemed to be not in compliance with the terms of the PC and not payable (if property is part of or needed for performance), and Seller shall refund the related performance-based payments in accordance with paragraph (d) of this clause. (5) When Seller completes all of the obligations under this PC including liquidation of all performance-based payments, Buyer's lien and the Government's title interest shall be discharged for all property (or the proceeds thereof) not -- (i) Delivered to, and accepted by, Buyer under this PC, or (ii) Incorporated in supplies delivered to, and accepted by, Buyer under this PC and to which title is vested in the Government under this clause. (6) The terms of this PC concerning liability for Government- furnished property shall not apply to property to which the Government acquired title solely under this clause. (g) Risk of Loss. Before Delivery to and acceptance by the Government, Seller shall bear the risk of loss for property, the title to which vests in the Government under this clause, except to the extent the Government expressly assumes the risk. If any property is damaged, lost, stolen, or destroyed, the basis of payment (the events or performance criteria) to which the property is related shall be deemed to be not in compliance with the terms of this PC and not payable (if the property is part of or needed for performance), and Seller shall refund the related performance-based payments in accordance with paragraph (d) of this clause. (h) Records and Control Seller shall maintain records and controls adequate for administrationof this clause. Seller shall have no entitlement to performance- based payments during any time Seller's records or controls are determined by the Buyer to be indadequate for administration of this clause. (i) Reports and Government Access Seller shall promptly furnish reports, certificates, financial statements and other pertinent information requested by Buyer for the administration of this clause and to determine that an event or other criterion prompting a financing payment has been successfully accomplished. Seller shall give the Buyer or the Government reasonable opportunity to examine and verify Seller's performance of this PC for administration of this clause. (j) Seller's Obligations on Cancellation If this PC is cancelled for default; (1) Seller shall, on demand, repay to Buyer the amount of un-liquidated performance-based payments, and (2) title shall vest in Seller, and Buyer's lien shall be discharged on full liquidation of all performance-based payments, for all property for which buyer elects not to require delivery under the Cancellation for Default clause of the PC. Buyer shall be liable for no payment except as provided by the Cancellation for Default clause. (k) Reservation of Rights (1) No payment or vesting of title under this clause shall; (i) excuse Seller from performance of obligations under this PC, or (ii) constitute a waiver of any of the rights or remedies of the parties under this PC. (2) Buyer's rights and remedies under this clasue shall not be; (i) exclusive, but rather shall be in addition to any other rights and remedies provided by law or this PC, and (ii) affected by delayed, partial or omitted exerecise of any right , remedy, power or privilege, nor shall such exercise of any other right, power or privilege of Buyer. (l) Payment Request Seller's request for performance-based payment shall contain the following: (1) The name and address of Seller; (2) The date of the request for a performance-based payment; (3) The Purchase Contract number and/or other identifier of the PC or order under which the request is made; (4) Such information and documentation as is required by the PC's description of the basis for payment; and (5) A certification by a Seller official authorized to bind Seller, as specified in paragraph (m) of this clause. (m) Content of Seller's Certification As required in paragraph (l)(5) of this clause, Seller shall make the follwing certification in each request for performance-based payment: I certify to the best of my knowledge and belief that - (1) This request for performance-based payment is true and correct; this request (and attachments) has been prepared from the books and records of Seller, in accordance with the purchase contract and the instructions of the Buyer; (2) (Except as reported in writng on _______), all payments to subcontractors and suppliers under this purchase contract have been paid, or will be paid, currently, when due in the ordinary course of business; (3) There are no encumbrances (except as reported in writing on ______) against the property acquired or produced for, and allocated or properly chargeable to, the purchase contract which would affect or impair the Government's title; (4) There has been no materially adverse change in the financial condition of Seller since the submission by Seller to Buyer of the most recent written information dated _____; or, if no such written information was submitted by Seller to to Buyer, in the last twelve months; and (5) After the making of this requested performance-based payment, the amount of all payments for each deliverable item for which performance-based payments have been requested will not exceed any limitation in the purchase contract, and the amount of all payments under the purchase contract will not exceed any limitation in the purchase contract.

SPOC: 4527

REVISION DATE: 01-24-96 9-17-98
Invoices will be submitted to MDC in accordance with the following billing schedule and such billing schedule includes progress payments if such payments are authorized under this contract. This schedule is for billing purpose only and does not acknowledge final acceptance of any goods or services delivered under this contract. The amounts reflected in the billing schedule are subject to any withholding of payment provisions contained in this contract. In no event will the billing schedule exceed the monthly cumulative termination schedule contained in this contract. The billing schedule is as follows:

SPOC: 4533

REVISION DATE: 01-24-96
Until MDC has received and approved all qualification test reports required by the appliable prior MDC contract, MDC may withhold 20 percent of payments otherwise due Seller hereunder. MDC will make payment of amounts withheld immediately after such approval. MDC will either approve or disapprove such reports within 30 days after receipt. Pending MDC approval, Seller will proceed with the manufacture and the delivery of goods in accordance with the MDC required delivery schedules set forth in this contract.

SPOC: 4536

REVISION DATE: 01-24-96
Notwithstanding the general terms and conditions of this contract regarding invoice and payment, Seller shall not submit invoices to MDC for payment except as noted below. MDC will make payment for the quantity of material received on Seller's tender of delivery, using purchase order unit price and unit of measure. If shipment is earlier than the authorized schedule date, MDC may, either return the shipment as set forth elsewhere in this contract, or withhold payment until the schedule date. For payment of progress payment billings or non-recurring items on this order, Seller shall submit invoices in accordance with directions contained in the general terms and conditions and any special conditions pertaining to progress payments in this contract. Questions pertaining to the policy or payments should be directed to the MDC Purchasing Representative.

SPOC: 4539

REVISION DATE: 01-24-96 7-30-02
The item(s) shown below are being returned for repair/replacement due to non-conformance. Seller's account is being debited for the quantity returned. Upon satisfactory repair/replacement and acceptance by MDC the debit will be removed by credit. CURRENT ORIGINAL JOB COST ITEM QUANTITY PO NO ITEM UNIT PRICE JOB ITEM CODE CLASS

SPOC: 4540

REVISION DATE: 01-24-96
The item(s) shown below have been accepted at MDC and are being credited to remove the debit previously issued against your account. CURRENT ORIGINAL JOB COST ITEM QUANTITY PO NO ITEM UNIT PRICE JOB ITEM CODE CLASS

SPOC: 4542

REVISION DATE: 01-24-96 7-30-02
This contract recognizes that the Seller may be required to pay value added tax (VAT) on equipment shipped to BAe, since MDC became registered for VAT purposes on 28 November 1989. All invoices submitted for VAT recovery should be submitted to MDC in pounds sterling and must contain all of the following information: Seller's name and address and VAT Registration number, the MDC purchase order number, the line item no(s)., the line item value(s) to which VAT is charged, and the prime contract number. Failure to provide any of this information could result in the invoice being returned for your correction. Said invoices will be paid in pounds sterling. Upon receipt of VAT invoices by McAir accounts payable department, the invoice amount will be included as a part of MDC's quarterly VAT filing to Her Majesty's Customs and Excise. Subsequent to MDC receiving payment from Her Majesty's Customs and Excise, Seller's invoice will be paid in pounds sterling within fourteen (14) days of MDC's receipt of payment. The VAT payment amount will not be affected by the exchange rate set forth in SPOC

SPOC: 4544

REVISION DATE: 01-24-96 5-29-96 7-30-02
Seller shall submit proof of delivery (e.g. DD Form 250 or other shipper) and all other supporting documentation required by this contract with its billing invoice. An invoice shall not be consideredaccurate for purposes of the Invoice and Payment article of the general terms and conditions of this contract until all required documentation has been received by MDC. Any invoice received which is incorrect or incomplete or has missing documentation may be returned to Seller. Seller shall correct any such errors and/or provide the missing documentation and shall resubmit the invoice before payment will be made. All invoices and correspondence regarding invoices relevant to this contract should be directed to the following address: McDonnell Douglas Aerospace Spares and Repair Programs - Business Ops. Editing Group - Mail Code 270 1345 P.O. Box 516 St. Louis, MO 63166-0516

SPOC: 4548

REVISION DATE: 01-24-96 
**** OBSOLETE SPOC **** SPOC IDENTIFIED AS OBSOLETE ON 08-03-00
All invoices and correspondence relative to invoices or billing matters should be sent to the following address: McDonnell Douglas Aerospace Laser Systems P.O. Box 66856 St. Louis, MO 63166-6856

SPOC: 4550

REVISION DATE: 01-24-96 03-24-05
Buyer uses Seller's historical on-time delivery performance to determine delivery payment terms. The delivery payment terms were calculated by adding Seller's average days late, as recorded by Buyer's supplier rating systems rounding up to a multiple of 30 days, to the standard 30 day delivery payment term. If Seller's delivery ratings change over a sustained period sufficient to justify a change in the payment terms, Buyer will revise the delivery payment terms.

SPOC: 4552

REVISION DATE: 09-29-98 10-30-98
(a) Provisional Delivery Payments are hereby authorized at the rate listed below on supplies and services delivered. In no event shall total payments exceed actual costs incurred. Percent of Maximum Price:

SPOC: 4554

REVISION DATE: 09-29-98
(a) This contract is subject to a limitation of payment as described below. In no event will payments exceed the lowest of the following: 1) Amount due in Progress Payments (plus Provisional Delivery payments, if applicable) 2) Actual Costs Incurred 3) The Billing Schedule listed below (b) This schedule is for billing purpose only and does not acknowledgefinal acceptance of any goods or services delivered under this contract. The amounts reflected in the billing schedule are subject to any withholding of payment provisions contained in this contract. In no event will the billing schedule exceed the monthly cumulative termination schedule contained in this contract. The billing schedulefor invoices is as follows:

SPOC: 4556

REVISION DATE:
A. Subject to the provisions of the General Terms and Conditions contained herein, funding for this contract shall be authorized on an incremental basis. MDC's total obligation for payment, including both Seller's costs and fee, shall not exceed the lower of actual costs incurred or total authorized funding amount set forth in the funding schedule shown below. Notwithstanding any other provision of this contract, the Seller shall not be entitled to any adjustment in delivery schedule, period of performance, price, or in any other provision of this contract attributable to the Seller incurring obligations in excess of the total authorized funding amount. B. MDC may, by unilateral change order, at any time during the period of performance, increase the total authorized funding amount and associated time period for expenditure of said funding, or may increase the funding hereunder to the full contract price. C. If this purchase order requires a final report, Seller shall reserve sufficient funding out of the current authorized amount to prepare and submit a final report in the event full funding is not subsequently authorized. D. No notice, communication or representation, in any form, from any person other than the MDC Buyer shall affect the funded amounts or period of performance authorized for this contract. E. Nothing contrained in this clause shall affect the right of MDC to terminate this contract under the provisions of the General Terms and Conditions contained herein. Notwithstanding anything to the contrary contained in the Termination Article of this contract, if this contract is terminated under the aforementioned article, the maximum amount for which MDC shall be liable, including termination expenses, shall not exceed the total authorized funding set forth below. The termination settlement shall be limited to that material acquired, effort performed, or both, which are determined by MDC to have been required under this contract. FUNDING SCHEDULE DATE OF FUNDING TOTAL AUTHORIZED FUNDING PERIOD OF AUTHORIZATION JOB FUNDING AMOUNT PERFORMANCE THROUGH

SPOC: 4589

REVISION DATE: 2-8-01 9-18-01
All invoices and correspondence regarding invoices relevant to this contract should be directed to the following address: GKN Aerospace North America, Inc. Accounts Payable Box 4009 Hazelwood, MO 63042 Note: The GKN Accounts Payable Central Phone Line is 314-233-5943.